Jyothy labs

To,BSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street,Mumbai - 400 023.

National Stock Exchange of India LimitedExchange Plaza, Bandra Kurla Complex,Bandra (East),Mumbai - 400051

July 24, 2019

Scrip Code: 532926

Scrip Code: JYOTHYLAB

Sub: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 - Proceedings of the 2Sth Annual General Meeting held on July 23,2019

Dear Sir,

With reference to the captioned subject, please find attached herewith a copy of the proceedings of the28th Annual General Meeting of the Company held on July 23,2019 at M.e. Ghia Hall, Indian TextileAccessories & Manufacturers' Association, Bhogilal Hargovindas Building, 401 Floor, 18/20, K.Dubhash Marg, Kala Ghoda, Mumbai- 400001.

Kindly take the above on your record and oblige.

Thanking you,

Yours faithfully,

For Jyothy Labs Limited(Formerly known ~othyLaboratories Limited)

("~V\~'J.~~[ ---- "

Shreyas TrivediHead- Legal & Company Secretary

Enc!.: As above

Jyothy Labs Limited(Formerly known as Jyothy Laboratories Limited)ClN: L24240MH1992PLC128651Ujala House, Ram Krishna Mandir Road,Kondivita, Andheri (EL Mumbai 400 059+91022-6689 2800 Fax: 022-66892805info@jyothy.com www.jyothylabs.com

Jyothy labs

PROCEEDINGS OF THE 28th ANNUAL GENERAL MEETING (AGM) OF JYOTHY LABSLIMITED (FORMERLY KNOWN AS JYOTHY LABORATORIES LIMITED) HELD ONTUESDAY, JULY 23, 2019 AT 11.00 A.M. AT M. C. GIDA HALL, INDIAN TEXTILEACCESSORIES & MACHINERY MANUFACTURERS' ASSOCIATION, BHOGILALHARGOVINDAS BUILDING, 4TH FLOOR, 18/20, K. DUBHASH MARG, KALA GHODA,MUMBAI - 400001

PRESENT:

Following persons were present on the dais:

(a) Mr. M. P. Ramachandran ­(b) Mr. K. Ullas Kamath(c) Ms. M. R. Jyothy(d) Mr. Nilesh B. Mehta

(e) Mr. R. Lakshminarayanan(f) Ms. Bhumika Batra(f) Mr. Rajnikant Sabnavis(g) Mr. Shreyas Trivedi(h) Mr. Sanjay Agarwal

Chairman & Managing Director and MemberJoint Managing Director and MemberWhole-time Director & Chief Marketing Officer and MemberIndependent Director and Chairman of the Audit Committee,Nomination, Remuneration and Compensation Committeeand Stakeholders' Relationship CommitteeIndependent DirectorIndependent DirectorChief Operating OfficerHead- Legal & Company SecretaryChief Financial Officer

By Invitation:(a) Ms. Sreeja Marar, Partner of Mis. B S R & Co., LLP, Chartered Accountants, Statutory Auditors;(b) Mr. Himanshu S. Kamdar, Partner, Mis. Rathi & Associates, Practicing Company Secretary,

Secretarial Auditors and Scrutinizer for the 28th AGM.

Attendance: 183 members holding in aggregate 19,67,65,267 equity shares (53.58% of the paid upequity share capital of the Company) were present in person as Members, through Proxies andl orCorporate Representations.

At 11.00 A.M., Mr. M. P. Ramachandran, the Chairman commenced the meeting by welcoming theshareholders to the 28th Annual General Meeting and announced that the requisite quorum was presentand thereafter he called the meeting to Order. He introduced Ms. Bhumika Batra newly appointed asan Independent Director of the Company and other Board members, Chief Operating Officer, ChiefFinancial Officer and Company Secretary of the Company sitting on the dais.

He also announced that the following documents and registers were available for inspection;

• Register of proxies containing! proxies in respect of! share,• Register of Corporate representations containing £ representation in respect of 3,00,04,300

shares;• Statutory books and registers including Register of Members;• Auditors' Certificate in respect of Employees' Stock Option Scheme of the Company;• Draft agreement to be entered into between the Company and Ms. M. R. Jyothy as the

Managing Director of the Company;

Jyothy Labs Limited(Formerly known as Jyothy Laboratories Limited)CIN: L24240MH1992PLC128651Ujala House, Ram Krishna M~ndir Road,Kondivita, Andheri (E), Mumbai 400 059+91022-6689 2800 Fax: 022-66892805info@jyothy.com www.jyothylabs.com

Jyothy labs• Draft agreement to be entered into between the Company and Ms. M. R. Deepthi as the Whole­

time Director of the Company; and• Draft Appointment Letter of Ms. Bhumika Batra, as an Independent Director of the Company

for a period of 5 (Five) years with effect from March 14,2019 upto March 13,2024 (both daysinclusive).

He further informed the shareholders that Mr. Nilesh B. Mehta, Chairman of the Audit Committee,Nomination, Remuneration and Compensation Committee and Stakeholders Relationship Committeeof the Board of Directors of the Company was present at the Annual General Meeting.

Thereafter the Chairman commenced the formal agenda of the AGM and with the consent of theMembers present, the Notice convening the 28th AGM, the Directors' Report along with annexuresthereto and the Annual Audited Financial Statements for the financial year ended March 31, 2019which were already circulated to Members were taken as read.

The Chairman thereafter informed that the Auditor's Report on the Annual Financial Statements ofthe Company and Secretarial Auditor's Report for the financial year ended March 31, 2019 did notcontain any qualification, observations or comments on financial transaction or matters, which wouldhave adverse impact on the functioning of the Company. Since, there were no such qualifications,observations or comments, the Auditor's Report was not required to be read.

The Chairman thereafter informed the members that, since the provisions of Section 139 of the

Companies Act, 2013 has been amended, whereby, the requirement of ratification of appointment of

Statutory Auditors at every AGM has been done away with, appointment of Mis. B S R & Co. LLP,

Chartered Accountants as Statutory Auditors of the Company will not be placed for ratification.

The Chairman thereafter delivered a speech on performance of the Company during the FinancialYear 2018-19. He informed the members about the rationale behind changing the name of theCompany from "Jyothy Laboratories Limited" to "Jyothy Labs Limited." He thereafter with thepermission of the members present relinquished his positon as the Chairman & Managing Directorwith effect from the closing hours of March 31, 2020. He then proposed the appointment of Ms. M. R.Jyothy as the Managing Director and Ms. M. R. Deepthi as the Whole-time Director of the Companywith effect from April 1,2020.

The Chairman thereafter invited Ms. M. R. Jyothy to say a few words on the way forward. Ms. Jyothythen delivered her speech and thanked the Board and the Chairman & Managing Director, in reposingconfidence in her to lead the Company as Managing Director from April 1,2020 onwards.

The Chairman then invited Members (other than those present by proxy) to make comments, offersuggestions and seek clarifications. Thereafter, members spoke on various items of the Notice andAnnual Audited Financial Statements for the financial year 2018-19 and sought clarifications.

Thereafter, the Chairman requested Mr. K. Ullas Kamath, Joint Managing Director of the Company torespond to the queries raised by members present at the meeting which he did.

The Chairman requested Mr. Shreyas Trivedi, the Company Secretary to brief the members aboutvoting procedure at the AGM.

Jyothy labs limited(Formerly known as Jyothy laboratories limited)CIN: l24240MH1992PlC128651Ujala House, Ram Krishna Mandir Road,Kondivita, Andheri (E), Mumbai 400 059+91022-6689 2800 Fax: 022-66892805info@jyothy.com www.jyothylabs.com

Jyothy labs

Mr. Shreyas Trivedi, the Company Secretary informed the Members present that considering all thestatutory requirements, under Section 108 of Companies Act, 2013 read with Companies(Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SecretarialStandard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, theCompany in order to ensure larger participation had provided remote e-voting facilities to itsshareholders to cast their votes electronically. He also stated that Members who did not had access toremote e-voting facility were provided an option to cast their votes through the Polling paper at thetime of AGM, by depositing the Polling paper in the ballot box provided at the Hall.

Thereafter Mr. Shreyas Trivedi, the Company Secretary informed Members that the combined resultsof remote e-voting and physical ballot would be displayed at the notice board and website of theCompany by July 25, 2019 and also on the website of the Company, Stock Exchanges and CentralDepositories Services (India) Limited (CDSL).

The Chairman declared that the meeting would stand concluded when the last vote is cast throughphysical ballot.

The meeting concluded at 1:20 p.m. with a vote of thanks to the Chair by Mr. Shreyas Trivedi, theCompany Secretary.

After all the Members had cast their votes, the Scrutinizer took custody of the ballot box and theballot box was opened by the Scrutinizer in the presence of two independent witnesses. The Pollingpapers were thereafter scrutinized and entered in the Register maintained by the Scrutinizer forrecording the physical ballots received.

The remote e-voting results along with the consolidated scrutinizer's report shall be informed to theStock Exchanges and also be placed on the website of the Company and CDSL.

The following items of ordinary and special business as set out in the Notice convening the 28th AGMof the Company were transacted and duly approved by the Members with requisite majority:

Ordinary Business:

Item No.1:(a) Adoption of the Audited Balance Sheet and Profit & Loss.Account for the financial year endedMarch 31, 2019 and the reports of the Board of Directors and Auditors thereon on standalone basis.

(b) Adoption of the Audited Balance Sheet and Profit & Loss Account for the financial year endedMarch 31, 2019 and the report of the Auditors thereon on consolidated basis.

Item No.2:Declaration of Dividend on equity shares ofthe Company for the Financial Year 2018-19.

Item No.3:Appointment of the Director in place of Ms. M. R. Jyothy (DIN: 00571828), who retires by rotationand being eligible, offers herself for re-appointment.

Jyothy Labs Limited(Formerly known as Jyothy Laboratories Limited)CI N: L24240M H1992PLC128651Ujala House, Ram Krishna Mandir Road,Kondivita, Andheri (E), Mumbai 400 059+91 022-6689 2800 Fax: 022-66892805info@jyothy.com www.jyothylabs.com

Jyothy labs

Special Business:

Item No.4:Appointment of Ms. Bhumika Batra (DIN: 03502004), as an Independent Director of the Companyfor a period of 5 (Five) years with effect from March 14, 2019 up to March 13, 2024 (both daysinclusive).

Item No.5:Appointment of Ms. M. R. Jyothy (DIN: 00571828), as the Managing Director of the Company for aperiod of 5 (Five) years commencing from April 1, 2020 up to March 31, 2025 (both days inclusive).

Item No.6:Appointment of Ms. M. R. Deepthi (DIN - 01746698) as a Director, liable to retire by rotation.

Item No.7:Appointment of Ms. M. R. Deepthi (DIN - 01746698) as the Whole-time Director of the Companyfor a period of 5 years commencing from April 1, 2020 up to March 31, 2025 (both days inclusive).

Item No.8:Ratification of remuneration of Cost Auditors.

For Jyothy Labs Limited(Formerly known Nyothy Laboratories Limited)

1?fi~~'r:,- - ..Shreyas TrivediHead- Legal & Company Secretary

Jyothy Labs Limited(Formerly known as Jyothy Laboratories Limited)CIN: L24240MH1992PLC128651Ujala House, Ram Krishna Mandir Road,Kondivita, Andheri (E), Mumbai 400 059+91 022-6689 2800 Fax: 022-66892805info@jyothy.com www.jyothylabs.com